Legal Notice & GDPR

DALIM SOFTWARE GmbH
Strassburger Strasse 6
77694 Kehl, Germany

t. +49 7851 91 96 0
f. +49 7851 73 75 6

m. info@dalim.com

Managing Directors:
Dr. Carol Werlé (CEO)

Chairman of the board:
Jim D. Salmon

Responsible for the content:
Dr. Carol Werlé

VAT-Nr.:

DE 195 290 616

Registered Office:
Kehl

Court of Registration:
Amtsgericht Freiburg, HRB 371620

DALIM SOFTWARE UK
Unit 13 The Courtyard
Timothy’s Bridge Road
Stratford-upon-Avon
Warwickshire
CV37 9NP
United Kingdom

Managing Director:
Colin Price

t. +44 7786 021 715
m. colin.price@dalim.com

Company registered Number:
12876338

VAT Registration Number:
357846257

Content of this Web site

The content of this Web site is prepared with the utmost care. However, DALIM SOFTWARE GmbH, hereafter referred to as DALIM SOFTWARE, accepts no liability for the accuracy, completeness and up-to-date status of the content provided. The content of the Web site is utilized at the user’s own risk.
 

Availability of the Web site

As far as possible, DALIM SOFTWARE endeavors to maintain uninterrupted accessibility of the Web site. Despite all care, however, the possibility of downtimes cannot be ruled out. DALIM SOFTWARE reserves the right to modify or add content at any time.

Links

This Web site contains links to third-party Web sites (“external links”). These Web sites are subject to the liability of the respective operators. When first creating the external links, DALIM SOFTWARE examined the third-party content for any violations of law. No violations of law were apparent at that time. DALIM SOFTWARE has no influence whatsoever on the current and future structure and content of the linked sites. The inclusion of external links does not mean that DALIM SOFTWARE agrees with the content behind the reference or link. DALIM SOFTWARE cannot be expected to constantly monitor these external links in the absence of specific indications of violations of law. However, if violations of law come to our attention, such external links are deleted without delay.

No contractual relationship

Utilization of the DALIM SOFTWARE Web site does not establish any contractual relationship whatsoever between the user and DALIM SOFTWARE. In this respect, neither do any contractual or quasi-contractual claims whatsoever arise against DALIM SOFTWARE.

The content published on this Web site is subject to German law on industrial property and copyright protection. Any exploitation not permitted under German law on industrial property and copyright protection requires prior, written consent of DALIM SOFTWARE. This particularly applies to duplication, editing, translation, storage, processing and/or reproduction of content in databases or other electronic media and systems. Third-party content and rights are indicated as such in this context.

Unauthorized duplication or dissemination of individual items of content or complete pages is not permitted. Only the production of copies and downloads for personal, private and non-commercial use is permitted. 

Exceptions to this basic rule are expressly indicated by the term “Download” or “RSS Feed” and stored with the corresponding function, e.g. in the Support area, in the Press section or in the Product Information.

Links to the DALIM SOFTWARE Web site are welcome at any time and do not require the consent of DALIM SOFTWARE. Display of this Web site in third-party frames is only permissible by consent.

All trademarks used on the site are the property of the respective holders of the rights.

Visiting the DALIM SOFTWARE Web site may result in storage of information regarding access (date, time, page viewed). These data are anonymous and do not constitute personal data. They are analyzed for statistical purposes only, and are not disclosed to third parties, either for commercial or non-commercial purposes.

Personal data

DALIM SOFTWARE respects your private data. If you are requested to enter your personal data at some point on our site – e.g. in the contact form, when subscribing to the Newsletter or registering in the Support area – these data are protected in accordance with the data protection regulations of the Federal Republic of Germany and are used exclusively for the indicated purpose. Your personal data are collected, stored and processed with the utmost care. They are used exclusively in the interests of the user – e.g. for making contact or for mailing information materials. The data are neither used for campaigns on unrelated topics, nor are they disclosed to third parties.

DALIM SOFTWARE expressly points out that data transmission on the Internet (e.g. e-mail communication) may be subject to security gaps and cannot be completely protected against third-party access.

Use of the contact data from the Legal Notice for the purpose of commercial advertising is expressly rejected, unless DALIM SOFTWARE has previously given its written consent or business relations already exist. DALIM SOFTWARE and all persons named on this Web site herewith oppose any and all commercial exploitation and dissemination of their data.

Google Analytics

This website uses Google Analytics, a web analytics service provided by Google, Inc. (“Google”). Google Analytics uses “cookies”, which are text files placed on your computer, to help the website analyze how users use the site. The information generated by the cookie about your use of the website (including your IP address) will be transmitted to and stored by Google on servers in the United States. Google will use this information for the purpose of evaluating your use of the website, compiling reports on website activity for website operators and providing other services relating to website activity and internet usage. Google may also transfer this information to third parties where required to do so by law, or where such third parties process the information on Google’s behalf. Google will not associate your IP address with any other data held by Google. You may refuse the use of cookies by selecting the appropriate settings on your browser, however please note that if you do this you may not be able to use the full functionality of this website. By using this website, you consent to the processing of data about you by Google in the manner and for the purposes set out above.

The authoritative law of the Federal Republic of Germany applies exclusively.

Privacy Policy

We are very delighted that you have shown interest in our enterprise. Data protection is of a particularly high priority for the management of the DALIM SOFTWARE GmbH. The use of the Internet pages of the DALIM SOFTWARE GmbH is possible without any indication of personal data; however, if a data subject wants to use special enterprise services via our website, processing of personal data could become necessary. If the processing of personal data is necessary and there is no statutory basis for such processing, we generally obtain consent from the data subject.

The processing of personal data, such as the name, address, e-mail address, or telephone number of a data subject shall always be in line with the General Data Protection Regulation (GDPR), and in accordance with the country-specific data protection regulations applicable to the DALIM SOFTWARE GmbH. By means of this data protection declaration, our enterprise would like to inform the general public of the nature, scope, and purpose of the personal data we collect, use and process. Furthermore, data subjects are informed, by means of this data protection declaration, of the rights to which they are entitled.

As the controller, the DALIM SOFTWARE GmbH has implemented numerous technical and organizational measures to ensure the most complete protection of personal data processed through this website. However, Internet-based data transmissions may in principle have security gaps, so absolute protection may not be guaranteed. For this reason, every data subject is free to transfer personal data to us via alternative means, e.g. by telephone.

1. Definitions

The data protection declaration of the DALIM SOFTWARE GmbH is based on the terms used by the European legislator for the adoption of the General Data Protection Regulation (GDPR). Our data protection declaration should be legible and understandable for the general public, as well as our customers and business partners. To ensure this, we would like to first explain the terminology used.

In this data protection declaration, we use, inter alia, the following terms:

  • a)    Personal data

    Personal data means any information relating to an identified or identifiable natural person (“data subject”). An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

  • b) Data subject

    Data subject is any identified or identifiable natural person, whose personal data is processed by the controller responsible for the processing.

  • c)    Processing

    Processing is any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

  • d)    Restriction of processing

    Restriction of processing is the marking of stored personal data with the aim of limiting their processing in the future.

  • e)    Profiling

    Profiling means any form of automated processing of personal data consisting of the use of personal data to evaluate certain personal aspects relating to a natural person, in particular to analyse or predict aspects concerning that natural person’s performance at work, economic situation, health, personal preferences, interests, reliability, behaviour, location or movements.

  • f)     Pseudonymisation

    Pseudonymisation is the processing of personal data in such a manner that the personal data can no longer be attributed to a specific data subject without the use of additional information, provided that such additional information is kept separately and is subject to technical and organisational measures to ensure that the personal data are not attributed to an identified or identifiable natural person.

  • g)    Controller or controller responsible for the processing

    Controller or controller responsible for the processing is the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by Union or Member State law, the controller or the specific criteria for its nomination may be provided for by Union or Member State law.

  • h)    Processor

    Processor is a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller.

  • i)      Recipient

    Recipient is a natural or legal person, public authority, agency or another body, to which the personal data are disclosed, whether a third party or not. However, public authorities which may receive personal data in the framework of a particular inquiry in accordance with Union or Member State law shall not be regarded as recipients; the processing of those data by those public authorities shall be in compliance with the applicable data protection rules according to the purposes of the processing.

  • j)      Third party

    Third party is a natural or legal person, public authority, agency or body other than the data subject, controller, processor and persons who, under the direct authority of the controller or processor, are authorised to process personal data.

  • k)    Consent

    Consent of the data subject is any freely given, specific, informed and unambiguous indication of the data subject’s wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to him or her.

2. Name and Address of the controller

Controller for the purposes of the General Data Protection Regulation (GDPR), other data protection laws applicable in Member states of the European Union and other provisions related to data protection is:

DALIM SOFTWARE GmbH

Strasburger Straße, 6

77694 Kehl

Deutschland

Phone: +49785191960

Email: info@dalim.com

Website: www.dalim.com

3. Name and Address of the Data Protection Officer

The Data Protection Officer of the controller is:

Quality Program Director, Vincent Demange

DALIM SOFTWARE GmbH

Strasburger Straße, 6

77694 Kehl

Germany

Phone: +49 7851 91 96 21

Email: vincent.demange@dalim.com

Website: www.dalim.com

Any data subject may, at any time, contact our Data Protection Officer directly with all questions and suggestions concerning data protection.

4. Cookies

The Internet pages of the DALIM SOFTWARE GmbH use cookies. Cookies are text files that are stored in a computer system via an Internet browser.

Many Internet sites and servers use cookies. Many cookies contain a so-called cookie ID. A cookie ID is a unique identifier of the cookie. It consists of a character string through which Internet pages and servers can be assigned to the specific Internet browser in which the cookie was stored. This allows visited Internet sites and servers to differentiate the individual browser of the dats subject from other Internet browsers that contain other cookies. A specific Internet browser can be recognized and identified using the unique cookie ID.

Through the use of cookies, the DALIM SOFTWARE GmbH can provide the users of this website with more user-friendly services that would not be possible without the cookie setting.

By means of a cookie, the information and offers on our website can be optimized with the user in mind. Cookies allow us, as previously mentioned, to recognize our website users. The purpose of this recognition is to make it easier for users to utilize our website. The website user that uses cookies, e.g. does not have to enter access data each time the website is accessed, because this is taken over by the website, and the cookie is thus stored on the user’s computer system. Another example is the cookie of a shopping cart in an online shop. The online store remembers the articles that a customer has placed in the virtual shopping cart via a cookie.

The data subject may, at any time, prevent the setting of cookies through our website by means of a corresponding setting of the Internet browser used, and may thus permanently deny the setting of cookies. Furthermore, already set cookies may be deleted at any time via an Internet browser or other software programs. This is possible in all popular Internet browsers. If the data subject deactivates the setting of cookies in the Internet browser used, not all functions of our website may be entirely usable.

5. Collection of general data and information

The website of the DALIM SOFTWARE GmbH collects a series of general data and information when a data subject or automated system calls up the website. This general data and information are stored in the server log files. Collected may be (1) the browser types and versions used, (2) the operating system used by the accessing system, (3) the website from which an accessing system reaches our website (so-called referrers), (4) the sub-websites, (5) the date and time of access to the Internet site, (6) an Internet protocol address (IP address), (7) the Internet service provider of the accessing system, and (8) any other similar data and information that may be used in the event of attacks on our information technology systems.

When using these general data and information, the DALIM SOFTWARE GmbH does not draw any conclusions about the data subject. Rather, this information is needed to (1) deliver the content of our website correctly, (2) optimize the content of our website as well as its advertisement, (3) ensure the long-term viability of our information technology systems and website technology, and (4) provide law enforcement authorities with the information necessary for criminal prosecution in case of a cyber-attack. Therefore, the DALIM SOFTWARE GmbH analyzes anonymously collected data and information statistically, with the aim of increasing the data protection and data security of our enterprise, and to ensure an optimal level of protection for the personal data we process. The anonymous data of the server log files are stored separately from all personal data provided by a data subject.

6. Subscription to our newsletters

On the website of the DALIM SOFTWARE GmbH, users are given the opportunity to subscribe to our enterprise’s newsletter. The input mask used for this purpose determines what personal data are transmitted, as well as when the newsletter is ordered from the controller.

The DALIM SOFTWARE GmbH informs its customers and business partners regularly by means of a newsletter about enterprise offers. The enterprise’s newsletter may only be received by the data subject if (1) the data subject has a valid e-mail address and (2) the data subject registers for the newsletter shipping. A confirmation e-mail will be sent to the e-mail address registered by a data subject for the first time for newsletter shipping, for legal reasons, in the double opt-in procedure. This confirmation e-mail is used to prove whether the owner of the e-mail address as the data subject is authorized to receive the newsletter.

During the registration for the newsletter, we also store the IP address of the computer system assigned by the Internet service provider (ISP) and used by the data subject at the time of the registration, as well as the date and time of the registration. The collection of this data is necessary in order to understand the (possible) misuse of the e-mail address of a data subject at a later date, and it therefore serves the aim of the legal protection of the controller.

The personal data collected as part of a registration for the newsletter will only be used to send our newsletter. In addition, subscribers to the newsletter may be informed by e-mail, as long as this is necessary for the operation of the newsletter service or a registration in question, as this could be the case in the event of modifications to the newsletter offer, or in the event of a change in technical circumstances. There will be no transfer of personal data collected by the newsletter service to third parties. The subscription to our newsletter may be terminated by the data subject at any time. The consent to the storage of personal data, which the data subject has given for shipping the newsletter, may be revoked at any time. For the purpose of revocation of consent, a corresponding link is found in each newsletter. It is also possible to unsubscribe from the newsletter at any time directly on the website of the controller, or to communicate this to the controller in a different way.

7. Newsletter-Tracking

The newsletter of the DALIM SOFTWARE GmbH contains so-called tracking pixels. A tracking pixel is a miniature graphic embedded in such e-mails, which are sent in HTML format to enable log file recording and analysis. This allows a statistical analysis of the success or failure of online marketing campaigns. Based on the embedded tracking pixel, the DALIM SOFTWARE GmbH may see if and when an e-mail was opened by a data subject, and which links in the e-mail were called up by data subjects.

Such personal data collected in the tracking pixels contained in the newsletters are stored and analyzed by the controller in order to optimize the shipping of the newsletter, as well as to adapt the content of future newsletters even better to the interests of the data subject. These personal data will not be passed on to third parties. Data subjects are at any time entitled to revoke the respective separate declaration of consent issued by means of the double-opt-in procedure. After a revocation, these personal data will be deleted by the controller. The DALIM SOFTWARE GmbH automatically regards a withdrawal from the receipt of the newsletter as a revocation.

8. Contact possibility via the website

The website of the DALIM SOFTWARE GmbH contains information that enables a quick electronic contact to our enterprise, as well as direct communication with us, which also includes a general address of the so-called electronic mail (e-mail address). If a data subject contacts the controller by e-mail or via a contact form, the personal data transmitted by the data subject are automatically stored. Such personal data transmitted on a voluntary basis by a data subject to the data controller are stored for the purpose of processing or contacting the data subject. There is no transfer of this personal data to third parties.

9. Routine erasure and blocking of personal data

The data controller shall process and store the personal data of the data subject only for the period necessary to achieve the purpose of storage, or as far as this is granted by the European legislator or other legislators in laws or regulations to which the controller is subject to.

If the storage purpose is not applicable, or if a storage period prescribed by the European legislator or another competent legislator expires, the personal data are routinely blocked or erased in accordance with legal requirements.

10. Rights of the data subject

  • a) Right of confirmation

    Each data subject shall have the right granted by the European legislator to obtain from the controller the confirmation as to whether or not personal data concerning him or her are being processed. If a data subject wishes to avail himself of this right of confirmation, he or she may, at any time, contact any employee of the controller.

  • b) Right of access

    Each data subject shall have the right granted by the European legislator to obtain from the controller free information about his or her personal data stored at any time and a copy of this information. Furthermore, the European directives and regulations grant the data subject access to the following information:

    • the purposes of the processing;
    • the categories of personal data concerned;
    • the recipients or categories of recipients to whom the personal data have been or will be disclosed, in particular recipients in third countries or international organisations;
    • where possible, the envisaged period for which the personal data will be stored, or, if not possible, the criteria used to determine that period;
    • the existence of the right to request from the controller rectification or erasure of personal data, or restriction of processing of personal data concerning the data subject, or to object to such processing;
    • the existence of the right to lodge a complaint with a supervisory authority;
    • where the personal data are not collected from the data subject, any available information as to their source;
    • the existence of automated decision-making, including profiling, referred to in Article 22(1) and (4) of the GDPR and, at least in those cases, meaningful information about the logic involved, as well as the significance and envisaged consequences of such processing for the data subject.

    Furthermore, the data subject shall have a right to obtain information as to whether personal data are transferred to a third country or to an international organisation. Where this is the case, the data subject shall have the right to be informed of the appropriate safeguards relating to the transfer.

    If a data subject wishes to avail himself of this right of access, he or she may, at any time, contact any employee of the controller.

  • c) Right to rectification

    Each data subject shall have the right granted by the European legislator to obtain from the controller without undue delay the rectification of inaccurate personal data concerning him or her. Taking into account the purposes of the processing, the data subject shall have the right to have incomplete personal data completed, including by means of providing a supplementary statement.

    If a data subject wishes to exercise this right to rectification, he or she may, at any time, contact any employee of the controller.

  • d) Right to erasure (Right to be forgotten)

    Each data subject shall have the right granted by the European legislator to obtain from the controller the erasure of personal data concerning him or her without undue delay, and the controller shall have the obligation to erase personal data without undue delay where one of the following grounds applies, as long as the processing is not necessary:

    • The personal data are no longer necessary in relation to the purposes for which they were collected or otherwise processed.
    • The data subject withdraws consent to which the processing is based according to point (a) of Article 6(1) of the GDPR, or point (a) of Article 9(2) of the GDPR, and where there is no other legal ground for the processing.
    • The data subject objects to the processing pursuant to Article 21(1) of the GDPR and there are no overriding legitimate grounds for the processing, or the data subject objects to the processing pursuant to Article 21(2) of the GDPR.
    • The personal data have been unlawfully processed.
    • The personal data must be erased for compliance with a legal obligation in Union or Member State law to which the controller is subject.
    • The personal data have been collected in relation to the offer of information society services referred to in Article 8(1) of the GDPR.

    If one of the aforementioned reasons applies, and a data subject wishes to request the erasure of personal data stored by the DALIM SOFTWARE GmbH, he or she may, at any time, contact any employee of the controller. An employee of DALIM SOFTWARE GmbH shall promptly ensure that the erasure request is complied with immediately.

    Where the controller has made personal data public and is obliged pursuant to Article 17(1) to erase the personal data, the controller, taking account of available technology and the cost of implementation, shall take reasonable steps, including technical measures, to inform other controllers processing the personal data that the data subject has requested erasure by such controllers of any links to, or copy or replication of, those personal data, as far as processing is not required. An employees of the DALIM SOFTWARE GmbH will arrange the necessary measures in individual cases.

  • e) Right of restriction of processing

    Each data subject shall have the right granted by the European legislator to obtain from the controller restriction of processing where one of the following applies:

    • The accuracy of the personal data is contested by the data subject, for a period enabling the controller to verify the accuracy of the personal data.
    • The processing is unlawful and the data subject opposes the erasure of the personal data and requests instead the restriction of their use instead.
    • The controller no longer needs the personal data for the purposes of the processing, but they are required by the data subject for the establishment, exercise or defence of legal claims.
    • The data subject has objected to processing pursuant to Article 21(1) of the GDPR pending the verification whether the legitimate grounds of the controller override those of the data subject.

    If one of the aforementioned conditions is met, and a data subject wishes to request the restriction of the processing of personal data stored by the DALIM SOFTWARE GmbH, he or she may at any time contact any employee of the controller. The employee of the DALIM SOFTWARE GmbH will arrange the restriction of the processing.

  • f) Right to data portability

    Each data subject shall have the right granted by the European legislator, to receive the personal data concerning him or her, which was provided to a controller, in a structured, commonly used and machine-readable format. He or she shall have the right to transmit those data to another controller without hindrance from the controller to which the personal data have been provided, as long as the processing is based on consent pursuant to point (a) of Article 6(1) of the GDPR or point (a) of Article 9(2) of the GDPR, or on a contract pursuant to point (b) of Article 6(1) of the GDPR, and the processing is carried out by automated means, as long as the processing is not necessary for the performance of a task carried out in the public interest or in the exercise of official authority vested in the controller.

    Furthermore, in exercising his or her right to data portability pursuant to Article 20(1) of the GDPR, the data subject shall have the right to have personal data transmitted directly from one controller to another, where technically feasible and when doing so does not adversely affect the rights and freedoms of others.

    In order to assert the right to data portability, the data subject may at any time contact any employee of the DALIM SOFTWARE GmbH.

  • g) Right to object

    Each data subject shall have the right granted by the European legislator to object, on grounds relating to his or her particular situation, at any time, to processing of personal data concerning him or her, which is based on point (e) or (f) of Article 6(1) of the GDPR. This also applies to profiling based on these provisions.

    The DALIM SOFTWARE GmbH shall no longer process the personal data in the event of the objection, unless we can demonstrate compelling legitimate grounds for the processing which override the interests, rights and freedoms of the data subject, or for the establishment, exercise or defence of legal claims.

    If the DALIM SOFTWARE GmbH processes personal data for direct marketing purposes, the data subject shall have the right to object at any time to processing of personal data concerning him or her for such marketing. This applies to profiling to the extent that it is related to such direct marketing. If the data subject objects to the DALIM SOFTWARE GmbH to the processing for direct marketing purposes, the DALIM SOFTWARE GmbH will no longer process the personal data for these purposes.

    In addition, the data subject has the right, on grounds relating to his or her particular situation, to object to processing of personal data concerning him or her by the DALIM SOFTWARE GmbH for scientific or historical research purposes, or for statistical purposes pursuant to Article 89(1) of the GDPR, unless the processing is necessary for the performance of a task carried out for reasons of public interest.

    In order to exercise the right to object, the data subject may contact any employee of the DALIM SOFTWARE GmbH. In addition, the data subject is free in the context of the use of information society services, and notwithstanding Directive 2002/58/EC, to use his or her right to object by automated means using technical specifications.

  • h) Automated individual decision-making, including profiling

    Each data subject shall have the right granted by the European legislator not to be subject to a decision based solely on automated processing, including profiling, which produces legal effects concerning him or her, or similarly significantly affects him or her, as long as the decision (1) is not is necessary for entering into, or the performance of, a contract between the data subject and a data controller, or (2) is not authorised by Union or Member State law to which the controller is subject and which also lays down suitable measures to safeguard the data subject’s rights and freedoms and legitimate interests, or (3) is not based on the data subject’s explicit consent.

    If the decision (1) is necessary for entering into, or the performance of, a contract between the data subject and a data controller, or (2) it is based on the data subject’s explicit consent, the DALIM SOFTWARE GmbH shall implement suitable measures to safeguard the data subject’s rights and freedoms and legitimate interests, at least the right to obtain human intervention on the part of the controller, to express his or her point of view and contest the decision.

    If the data subject wishes to exercise the rights concerning automated individual decision-making, he or she may, at any time, contact any employee of the DALIM SOFTWARE GmbH.

  • i) Right to withdraw data protection consent

    Each data subject shall have the right granted by the European legislator to withdraw his or her consent to processing of his or her personal data at any time.

    If the data subject wishes to exercise the right to withdraw the consent, he or she may, at any time, contact any employee of the DALIM SOFTWARE GmbH.

11. Data protection for applications and the application procedures

The data controller shall collect and process the personal data of applicants for the purpose of the processing of the application procedure. The processing may also be carried out electronically. This is the case, in particular, if an applicant submits corresponding application documents by e-mail or by means of a web form on the website to the controller. If the data controller concludes an employment contract with an applicant, the submitted data will be stored for the purpose of processing the employment relationship in compliance with legal requirements. If no employment contract is concluded with the applicant by the controller, the application documents shall be automatically erased two months after notification of the refusal decision, provided that no other legitimate interests of the controller are opposed to the erasure. Other legitimate interest in this relation is, e.g. a burden of proof in a procedure under the General Equal Treatment Act (AGG).

12. Data protection provisions about the application and use of Facebook

On this website, the controller has integrated components of the enterprise Facebook. Facebook is a social network.

A social network is a place for social meetings on the Internet, an online community, which usually allows users to communicate with each other and interact in a virtual space. A social network may serve as a platform for the exchange of opinions and experiences, or enable the Internet community to provide personal or business-related information. Facebook allows social network users to include the creation of private profiles, upload photos, and network through friend requests.

The operating company of Facebook is Facebook, Inc., 1 Hacker Way, Menlo Park, CA 94025, United States. If a person lives outside of the United States or Canada, the controller is the Facebook Ireland Ltd., 4 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland.

With each call-up to one of the individual pages of this Internet website, which is operated by the controller and into which a Facebook component (Facebook plug-ins) was integrated, the web browser on the information technology system of the data subject is automatically prompted to download display of the corresponding Facebook component from Facebook through the Facebook component. An overview of all the Facebook Plug-ins may be accessed under https://developers.facebook.com/docs/plugins/. During the course of this technical procedure, Facebook is made aware of what specific sub-site of our website was visited by the data subject.

If the data subject is logged in at the same time on Facebook, Facebook detects with every call-up to our website by the data subject—and for the entire duration of their stay on our Internet site—which specific sub-site of our Internet page was visited by the data subject. This information is collected through the Facebook component and associated with the respective Facebook account of the data subject. If the data subject clicks on one of the Facebook buttons integrated into our website, e.g. the “Like” button, or if the data subject submits a comment, then Facebook matches this information with the personal Facebook user account of the data subject and stores the personal data.

Facebook always receives, through the Facebook component, information about a visit to our website by the data subject, whenever the data subject is logged in at the same time on Facebook during the time of the call-up to our website. This occurs regardless of whether the data subject clicks on the Facebook component or not. If such a transmission of information to Facebook is not desirable for the data subject, then he or she may prevent this by logging off from their Facebook account before a call-up to our website is made.

The data protection guideline published by Facebook, which is available at https://facebook.com/about/privacy/, provides information about the collection, processing and use of personal data by Facebook. In addition, it is explained there what setting options Facebook offers to protect the privacy of the data subject. In addition, different configuration options are made available to allow the elimination of data transmission to Facebook. These applications may be used by the data subject to eliminate a data transmission to Facebook.

13. Data protection provisions about the application and use of Google Analytics (with anonymization function)

On this website, the controller has integrated the component of Google Analytics (with the anonymizer function). Google Analytics is a web analytics service. Web analytics is the collection, gathering, and analysis of data about the behavior of visitors to websites. A web analysis service collects, inter alia, data about the website from which a person has come (the so-called referrer), which sub-pages were visited, or how often and for what duration a sub-page was viewed. Web analytics are mainly used for the optimization of a website and in order to carry out a cost-benefit analysis of Internet advertising.

The operator of the Google Analytics component is Google Inc., 1600 Amphitheatre Pkwy, Mountain View, CA 94043-1351, United States.

For the web analytics through Google Analytics the controller uses the application “_gat. _anonymizeIp”. By means of this application the IP address of the Internet connection of the data subject is abridged by Google and anonymised when accessing our websites from a Member State of the European Union or another Contracting State to the Agreement on the European Economic Area.

The purpose of the Google Analytics component is to analyze the traffic on our website. Google uses the collected data and information, inter alia, to evaluate the use of our website and to provide online reports, which show the activities on our websites, and to provide other services concerning the use of our Internet site for us.

Google Analytics places a cookie on the information technology system of the data subject. The definition of cookies is explained above. With the setting of the cookie, Google is enabled to analyze the use of our website. With each call-up to one of the individual pages of this Internet site, which is operated by the controller and into which a Google Analytics component was integrated, the Internet browser on the information technology system of the data subject will automatically submit data through the Google Analytics component for the purpose of online advertising and the settlement of commissions to Google. During the course of this technical procedure, the enterprise Google gains knowledge of personal information, such as the IP address of the data subject, which serves Google, inter alia, to understand the origin of visitors and clicks, and subsequently create commission settlements.

The cookie is used to store personal information, such as the access time, the location from which the access was made, and the frequency of visits of our website by the data subject. With each visit to our Internet site, such personal data, including the IP address of the Internet access used by the data subject, will be transmitted to Google in the United States of America. These personal data are stored by Google in the United States of America. Google may pass these personal data collected through the technical procedure to third parties.

The data subject may, as stated above, prevent the setting of cookies through our website at any time by means of a corresponding adjustment of the web browser used and thus permanently deny the setting of cookies. Such an adjustment to the Internet browser used would also prevent Google Analytics from setting a cookie on the information technology system of the data subject. In addition, cookies already in use by Google Analytics may be deleted at any time via a web browser or other software programs.

In addition, the data subject has the possibility of objecting to a collection of data that are generated by Google Analytics, which is related to the use of this website, as well as the processing of this data by Google and the chance to preclude any such. For this purpose, the data subject must download a browser add-on under the link https://tools.google.com/dlpage/gaoptout and install it. This browser add-on tells Google Analytics through a JavaScript, that any data and information about the visits of Internet pages may not be transmitted to Google Analytics. The installation of the browser add-ons is considered an objection by Google. If the information technology system of the data subject is later deleted, formatted, or newly installed, then the data subject must reinstall the browser add-ons to disable Google Analytics. If the browser add-on was uninstalled by the data subject or any other person who is attributable to their sphere of competence, or is disabled, it is possible to execute the reinstallation or reactivation of the browser add-ons.

Further information and the applicable data protection provisions of Google may be retrieved under https://www.google.com/intl/en/policies/privacy/ and under http://www.google.com/analytics/terms/us.html. Google Analytics is further explained under the following Link https://www.google.com/analytics/.

14. Data protection provisions about the application and use of Google-AdWords

On this website, the controller has integrated Google AdWords. Google AdWords is a service for Internet advertising that allows the advertiser to place ads in Google search engine results and the Google advertising network. Google AdWords allows an advertiser to pre-define specific keywords with the help of which an ad on Google’s search results only then displayed, when the user utilizes the search engine to retrieve a keyword-relevant search result. In the Google Advertising Network, the ads are distributed on relevant web pages using an automatic algorithm, taking into account the previously defined keywords.

The operating company of Google AdWords is Google Inc., 1600 Amphitheatre Pkwy, Mountain View, CA 94043-1351, UNITED STATES.

The purpose of Google AdWords is the promotion of our website by the inclusion of relevant advertising on the websites of third parties and in the search engine results of the search engine Google and an insertion of third-party advertising on our website.

If a data subject reaches our website via a Google ad, a conversion cookie is filed on the information technology system of the data subject through Google. The definition of cookies is explained above. A conversion cookie loses its validity after 30 days and is not used to identify the data subject. If the cookie has not expired, the conversion cookie is used to check whether certain sub-pages, e.g, the shopping cart from an online shop system, were called up on our website. Through the conversion cookie, both Google and the controller can understand whether a person who reached an AdWords ad on our website generated sales, that is, executed or canceled a sale of goods.

The data and information collected through the use of the conversion cookie is used by Google to create visit statistics for our website. These visit statistics are used in order to determine the total number of users who have been served through AdWords ads to ascertain the success or failure of each AdWords ad and to optimize our AdWords ads in the future. Neither our company nor other Google AdWords advertisers receive information from Google that could identify the data subject.

The conversion cookie stores personal information, e.g. the Internet pages visited by the data subject. Each time we visit our Internet pages, personal data, including the IP address of the Internet access used by the data subject, is transmitted to Google in the United States of America. These personal data are stored by Google in the United States of America. Google may pass these personal data collected through the technical procedure to third parties.

The data subject may, at any time, prevent the setting of cookies by our website, as stated above, by means of a corresponding setting of the Internet browser used and thus permanently deny the setting of cookies. Such a setting of the Internet browser used would also prevent Google from placing a conversion cookie on the information technology system of the data subject. In addition, a cookie set by Google AdWords may be deleted at any time via the Internet browser or other software programs.

The data subject has a possibility of objecting to the interest based advertisement of Google. Therefore, the data subject must access from each of the browsers in use the link www.google.de/settings/ads and set the desired settings.

Further information and the applicable data protection provisions of Google may be retrieved under https://www.google.com/intl/en/policies/privacy/.

15. Data protection provisions about the application and use of LinkedIn

The controller has integrated components of the LinkedIn Corporation on this website. LinkedIn is a web-based social network that enables users with existing business contacts to connect and to make new business contacts. Over 400 million registered people in more than 200 countries use LinkedIn. Thus, LinkedIn is currently the largest platform for business contacts and one of the most visited websites in the world.

The operating company of LinkedIn is LinkedIn Corporation, 2029 Stierlin Court Mountain View, CA 94043, UNITED STATES. For privacy matters outside of the UNITED STATES LinkedIn Ireland, Privacy Policy Issues, Wilton Plaza, Wilton Place, Dublin 2, Ireland, is responsible.

With each call-up to one of the individual pages of this Internet site, which is operated by the controller and on which a LinkedIn component (LinkedIn plug-in) was integrated, the Internet browser on the information technology system of the data subject is automatically prompted to the download of a display of the corresponding LinkedIn component of LinkedIn. Further information about the LinkedIn plug-in may be accessed under https://developer.linkedin.com/plugins. During the course of this technical procedure, LinkedIn gains knowledge of what specific sub-page of our website was visited by the data subject.

If the data subject is logged in at the same time on LinkedIn, LinkedIn detects with every call-up to our website by the data subject—and for the entire duration of their stay on our Internet site—which specific sub-page of our Internet page was visited by the data subject. This information is collected through the LinkedIn component and associated with the respective LinkedIn account of the data subject. If the data subject clicks on one of the LinkedIn buttons integrated on our website, then LinkedIn assigns this information to the personal LinkedIn user account of the data subject and stores the personal data.

LinkedIn receives information via the LinkedIn component that the data subject has visited our website, provided that the data subject is logged in at LinkedIn at the time of the call-up to our website. This occurs regardless of whether the person clicks on the LinkedIn button or not. If such a transmission of information to LinkedIn is not desirable for the data subject, then he or she may prevent this by logging off from their LinkedIn account before a call-up to our website is made.

LinkedIn provides under https://www.linkedin.com/psettings/guest-controls the possibility to unsubscribe from e-mail messages, SMS messages and targeted ads, as well as the ability to manage ad settings. LinkedIn also uses affiliates such as Eire, Google Analytics, BlueKai, DoubleClick, Nielsen, Comscore, Eloqua, and Lotame. The setting of such cookies may be denied under https://www.linkedin.com/legal/cookie-policy. The applicable privacy policy for LinkedIn is available under https://www.linkedin.com/legal/privacy-policy. The LinkedIn Cookie Policy is available under https://www.linkedin.com/legal/cookie-policy.

16. Data protection provisions about the application and use of Twitter

On this website, the controller has integrated components of Twitter. Twitter is a multilingual, publicly-accessible microblogging service on which users may publish and spread so-called ‘tweets,’ e.g. short messages, which are limited to 280 characters. These short messages are available for everyone, including those who are not logged on to Twitter. The tweets are also displayed to so-called followers of the respective user. Followers are other Twitter users who follow a user’s tweets. Furthermore, Twitter allows you to address a wide audience via hashtags, links or retweets.

The operating company of Twitter is Twitter, Inc., 1355 Market Street, Suite 900, San Francisco, CA 94103, UNITED STATES.

With each call-up to one of the individual pages of this Internet site, which is operated by the controller and on which a Twitter component (Twitter button) was integrated, the Internet browser on the information technology system of the data subject is automatically prompted to download a display of the corresponding Twitter component of Twitter. Further information about the Twitter buttons is available under https://about.twitter.com/de/resources/buttons. During the course of this technical procedure, Twitter gains knowledge of what specific sub-page of our website was visited by the data subject. The purpose of the integration of the Twitter component is a retransmission of the contents of this website to allow our users to introduce this web page to the digital world and increase our visitor numbers.

If the data subject is logged in at the same time on Twitter, Twitter detects with every call-up to our website by the data subject and for the entire duration of their stay on our Internet site which specific sub-page of our Internet page was visited by the data subject. This information is collected through the Twitter component and associated with the respective Twitter account of the data subject. If the data subject clicks on one of the Twitter buttons integrated on our website, then Twitter assigns this information to the personal Twitter user account of the data subject and stores the personal data.

Twitter receives information via the Twitter component that the data subject has visited our website, provided that the data subject is logged in on Twitter at the time of the call-up to our website. This occurs regardless of whether the person clicks on the Twitter component or not. If such a transmission of information to Twitter is not desirable for the data subject, then he or she may prevent this by logging off from their Twitter account before a call-up to our website is made.

The applicable data protection provisions of Twitter may be accessed under https://twitter.com/privacy?lang=en.

17. Data protection provisions about the application and use of YouTube

On this website, the controller has integrated components of YouTube. YouTube is an Internet video portal that enables video publishers to set video clips and other users free of charge, which also provides free viewing, review and commenting on them. YouTube allows you to publish all kinds of videos, so you can access both full movies and TV broadcasts, as well as music videos, trailers, and videos made by users via the Internet portal.

The operating company of YouTube is YouTube, LLC, 901 Cherry Ave., San Bruno, CA 94066, UNITED STATES. The YouTube, LLC is a subsidiary of Google Inc., 1600 Amphitheatre Pkwy, Mountain View, CA 94043-1351, UNITED STATES.

With each call-up to one of the individual pages of this Internet site, which is operated by the controller and on which a YouTube component (YouTube video) was integrated, the Internet browser on the information technology system of the data subject is automatically prompted to download a display of the corresponding YouTube component. Further information about YouTube may be obtained under https://www.youtube.com/yt/about/en/. During the course of this technical procedure, YouTube and Google gain knowledge of what specific sub-page of our website was visited by the data subject.

If the data subject is logged in on YouTube, YouTube recognizes with each call-up to a sub-page that contains a YouTube video, which specific sub-page of our Internet site was visited by the data subject. This information is collected by YouTube and Google and assigned to the respective YouTube account of the data subject.

YouTube and Google will receive information through the YouTube component that the data subject has visited our website, if the data subject at the time of the call to our website is logged in on YouTube; this occurs regardless of whether the person clicks on a YouTube video or not. If such a transmission of this information to YouTube and Google is not desirable for the data subject, the delivery may be prevented if the data subject logs off from their own YouTube account before a call-up to our website is made.

YouTube’s data protection provisions, available at https://www.google.com/intl/en/policies/privacy/, provide information about the collection, processing and use of personal data by YouTube and Google.

18. Legal basis for the processing

Art. 6(1) lit. a GDPR serves as the legal basis for processing operations for which we obtain consent for a specific processing purpose. If the processing of personal data is necessary for the performance of a contract to which the data subject is party, as is the case, for example, when processing operations are necessary for the supply of goods or to provide any other service, the processing is based on Article 6(1) lit. b GDPR. The same applies to such processing operations which are necessary for carrying out pre-contractual measures, for example in the case of inquiries concerning our products or services. Is our company subject to a legal obligation by which processing of personal data is required, such as for the fulfillment of tax obligations, the processing is based on Art. 6(1) lit. c GDPR.
In rare cases, the processing of personal data may be necessary to protect the vital interests of the data subject or of another natural person. This would be the case, for example, if a visitor were injured in our company and his name, age, health insurance data or other vital information would have to be passed on to a doctor, hospital or other third party. Then the processing would be based on Art. 6(1) lit. d GDPR.
Finally, processing operations could be based on Article 6(1) lit. f GDPR. This legal basis is used for processing operations which are not covered by any of the abovementioned legal grounds, if processing is necessary for the purposes of the legitimate interests pursued by our company or by a third party, except where such interests are overridden by the interests or fundamental rights and freedoms of the data subject which require protection of personal data. Such processing operations are particularly permissible because they have been specifically mentioned by the European legislator. He considered that a legitimate interest could be assumed if the data subject is a client of the controller (Recital 47 Sentence 2 GDPR).

19. The legitimate interests pursued by the controller or by a third party

Where the processing of personal data is based on Article 6(1) lit. f GDPR our legitimate interest is to carry out our business in favor of the well-being of all our employees and the shareholders.

20. Period for which the personal data will be stored

The criteria used to determine the period of storage of personal data is the respective statutory retention period. After expiration of that period, the corresponding data is routinely deleted, as long as it is no longer necessary for the fulfillment of the contract or the initiation of a contract.

21. Provision of personal data as statutory or contractual requirement; Requirement necessary to enter into a contract; Obligation of the data subject to provide the personal data; possible consequences of failure to provide such data

We clarify that the provision of personal data is partly required by law (e.g. tax regulations) or can also result from contractual provisions (e.g. information on the contractual partner).

Sometimes it may be necessary to conclude a contract that the data subject provides us with personal data, which must subsequently be processed by us. The data subject is, for example, obliged to provide us with personal data when our company signs a contract with him or her. The non-provision of the personal data would have the consequence that the contract with the data subject could not be concluded.

Before personal data is provided by the data subject, the data subject must contact any employee. The employee clarifies to the data subject whether the provision of the personal data is required by law or contract or is necessary for the conclusion of the contract, whether there is an obligation to provide the personal data and the consequences of non-provision of the personal data.

22. Existence of automated decision-making

As a responsible company, we do not use automatic decision-making or profiling.

TERMS AND CONDITIONS

  1. Definitions.
  • Activation Code” means the activation codes, passwords, or other credentials provided to you for activation of the Software and Services.
  • Agreement” means these Terms and Conditions (“Ts&Cs”), all SOWs and Subscription Orders.
  • Authorized Reseller” means an entity appointed by Dalim to process orders from end customers, or a reseller of Software and Services to end customers.
  • Claim” means a claim, action, enforcement proceeding, or legal proceeding filed against a party.
  • Confidential Information” means non-public or proprietary information about a disclosing party’s business related to technical, commercial, financial, employee, or planning information that is disclosed by the disclosing party to the other party in connection with the Agreement, and is (a) identified in writing as confidential at the time of disclosure, whether in printed, textual, graphic, or electronic form; or (b) disclosed in non-tangible form, identified as confidential at the time of disclosure, summarized in a writing labeled as “confidential”, and delivered to the receiving party within 15 days after disclosure. Any Dalim Technology, Non-Production Software and the terms and conditions of the Agreement will be deemed Confidential Information of Dalim without any marking or further designation. “Confidential Information” does not include information that: (i) has become public knowledge through no fault of the receiving party; (ii) was known to the receiving party, free of any confidentiality obligations, before its disclosure by the disclosing party; (iii) becomes known to the receiving party, free of any confidentiality obligations, from a source other than the disclosing party; or (iv) is independently developed by the receiving party without use of Confidential Information.
  • Customer Data” means any material, such as audio, video, text, or images, including Personal Data as defined in the Data Processing Addendum, that is imported into the Hosted Services by or on behalf of Customer in connection with Customer’s use of the Software and Services.
  • Dalim” means DALIM SOFTWARE GmbH, with offices located at Strassburger Strasse 6, 77694 Kehl, Germany and any affiliate of Dalim to which any rights or obligations under the Agreement are transferred or delegated.
  • Dalim Technology” means technology owned by or licensed to Dalim by a third party (including the Software and Services, software tools, algorithms, software (in source and object forms), user interface designs, architecture, toolkits, plug-ins, objects and Documentation, network designs, processes, know-how, methodologies, trade secrets, and any related intellectual property rights throughout the world), and suggestions made to Dalim that are incorporated into any of the foregoing (which will be deemed assigned to Dalim), as well as any of the derivatives, modifications, improvements, enhancements, or extensions of the above, whenever developed.
  • Deliverables” means the materials expressly listed in a SOW and that are developed and provided to Customer by Dalim in performing the Professional Services.
  • Documentation” means explanatory materials, technical usage and product descriptions of the Software and Services in printed or electronic form provided by Dalim. which may be updated from time to time. 
  • End User” means any person or entity to whom you provide access and use of the Software and Services, including any of you or your customer’s employees, officers, contractors or agents.
  • Fees” mean any fees charged to you for the Software and Services. 
  • Hosted Services” means the technology services hosted by or on behalf of Dalim, as described and listed in the Subscription Order.
  • Pre-Existing Work” means (a) any inventions or developments made by you prior to the date of the Agreement or wholly outside of the Agreement; and (b) any improvements you make thereto.
  • Professional Services” means any implementation, configuration, advisory or other consulting or professional services as set out in the Subscription Order and described in one or more SOWs signed by the parties.
  • Software” means the Dalim software in object code format that is deployed by or on behalf of Customer on hardware designated by Customer, as described and listed in the Subscription Order.
  • Software and Services” means the Software, Hosted Services, or Professional Services, as set out in the Subscription Order.
  • SOW” means a statement of work to be duly signed by the parties that describes the Professional Services to be performed and any Deliverables to be provided by Dalim.
  • Subscription Order” means a confirmation email or other printed or electronic notice issued by Dalim or an Authorized Reseller to you confirming the Software and Services (including the features and functions, duration of licensed use, number of copies, number of computers or processors and other usage limits) and any Professional Services purchased by you and described in more detail in an SOW. 
  • Subscription Term” is the length of your subscription to the Software and Services as set forth in the applicable Subscription Order.
  • Update” means any bug fix, patch, new version or other improvement to the Software and Services provided by Dalim.
  • You”, “you” or “Customer” means the individual or entity identified in the Subscription Order as “Customer” or otherwise identified in the Subscription Order as the end user customer. Any reference to “You” also includes your End Users. 
  1. License Grants. Subject to your compliance with the Agreement and provided Customer purchases the respective Software and Services, Dalim grants you a limited, non-transferable, non-exclusive license during the Subscription Term:
    1. to install and use the Software in accordance with the Documentation on computers solely for you or your End Users’ internal business operations, for the platforms and quantities set out in your Subscription Order;
    2. to permit End Users to access the Software and Hosted Services, through the applicable interfaces solely for you or your End Users’ internal business operations and in accordance with the Documentation. Unless otherwise specifically limited in the Subscription Order or by the Activation Code, End User login IDs and passwords will be provided to Customer in a quantity mutually agreed upon by Customer and Dalim. Customer must not share its login IDs and passwords and is responsible for unauthorized access to its login IDs and passwords. Customer must not allow the use of the same login ID simultaneously by two or more End Users; and,
    3. to make and distribute copies of the Documentation for use by End Users in connection with use of the Software and Services in accordance with the Agreement, but no more than the amount reasonably necessary. Any permitted copy of the Documentation must contain the same copyright and other proprietary notices that appear in the Documentation.
  2. Delivery; Use Limitations.
    1. Delivery. Unless stated otherwise on the Subscription Order, (a) Software is deemed to be delivered and accepted by Customer on the earlier of the date the Software is installed or the Activation Code is provided by Dalim and (b) Hosted Services are deemed to be delivered and accepted on the Subscription Term start date.
    2. Subscription Term. The Subscription Term will be as agreed by you and Dalim as described in a Subscription Order. Each Subscription Term will automatically renew on the timeframe set forth in the Subscription Order for a subsequent Subscription Term of the same duration and at the then-current subscription Fees unless you elect not to renew the applicable subscription in accordance with Section 6 (Payments; Renewals; Cancellation). The Subscription Term is subject to early termination in accordance with the terms of the Agreement. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Dalim or its Authorized Resellers regarding future functionality or features.
    3. Limitations. Except as permitted in the Agreement, you will not and you will ensure that your End Users will not: (a) modify, adapt, alter, translate, or create derivative works from the Software and Services; (b) copy, use, distribute, republish, download, display, transmit, sell, host, sublicense, lease, rent, loan, or otherwise transfer the Software and Services to any third party; (c) use the Software and Services for any purpose other than your and your customers’ internal business purposes, or offer, use, or permit the use of the Software and Services in a computer service business, third party outsourcing service, on a membership or subscription basis, on a service bureau basis, as part of any time-sharing or ASP service, or service bureau arrangement, or on behalf of any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code in any Dalim Technology except to the extent permitted by applicable law notwithstanding this provision; (e) tamper with, or attempt to circumvent or disable, any security feature or licensing control function of the Software and Services, including without limitation the Activation Code; (f) remove or modify any program markings or any notice of Dalim’s or its licensors’ proprietary rights; (g) attempt to interact with the operating system underlying the Hosted Services; (h) use the Software and Services a manner that would cause a material risk to the security or operations of Dalim or any of its customers, or to the continued normal operation of other Dalim customers; or (i)  unbundle any components of the Software for use on different computers as the Software is designed and provided to you for use as a single product. No distribution of any Software or Services is permitted under the Agreement.
    4. Responsibility for End Users. Prior to permitting your End Users to access and use the Software and Services, you will require them to acknowledge that they are required to comply with the Agreement, and you will ensure that you and your End Users comply with the Agreement. You will be responsible for all activity conducted through your account (regardless if authorized) and the acts and omissions of your End Users. You must promptly notify Dalim about any possible misuse of the Software and Services (including any Activation Codes), known or suspected unauthorized access of the Software and Services (including any Activation Codes) or any security incident related to the Software and Services. 
  3. Service Levels and Updates.
    1. Service Levels and Updates. During the Subscription Term, Dalim will provide (a) the Software and Services in accordance with the service level agreement (“SLA”) located at www.dalim.com/legal-notice/ and (b) Updates to the Software and Services that Dalim makes generally available to users of the Software and Services; provided that you accept and agree to any additional terms provided by Dalim in connection with such Updates. 
    2. Other Terms. You agree that (a) if you purchased the applicable Software and Services or renewal from an Authorized Reseller, then you will contact such Authorized Reseller rather than Dalim to report problems and to obtain assistance with troubleshooting and resolving any errors, defects, malfunctions, problems or other issues relating to the Software and Services, (b) in order to be entitled to the SLA, you will purchase, maintain and pay all amounts due for the applicable Software and Services, (c) upon Dalim’s request, you will cooperate with Dalim to verify and replicate any reported problems with the Software and Services and provide Dalim with reasonable access to all necessary personnel to answer questions regarding problems reported by you, (d) you will promptly implement all Updates provided by Dalim, and (e) you are responsible for archiving your Customer Data to mitigate against losses that may be caused by Software and Services errors.
    3. Updates to Software and Hosted Services. Dalim reserves the right to modify the functionality or features or release a new version of the Software and Hosted Services from time to time, provided no modifications materially degrade the functionality, features or performance of the Software or Hosted Services. 
  4. Professional Services. 
    1. Professional Services. Dalim will use commercially reasonable efforts to provide the Professional Services and develop the Deliverables specified in one or more SOWs. Such services may include: (a) technical assistance related to the configuration of Software and Services by Dalim based on you or your End Users’ requirements; and (b) training regarding the use, maintenance and support of the Software and Services. The Fees for Professional Services are set forth in the applicable SOW. 
    2. SOWs and Changes. Each SOW is incorporated into and governed by the Agreement. Either party may, at any time, request a change to the scope of the Deliverables and/or Professional Services, and the parties will reasonably cooperate with the other in the evaluation of any requested change. Dalim will not take any action to implement any change to a SOW prior to the parties’ execution of a change order to such SOW (including any changes to the applicable Fees to be charged in connection with such change order). 
    3. Ownership. Dalim owns all right, title and interest (including all intellectual property rights) in and to all Deliverables, except for any of your Pre-Existing Works. To the extent that you participate in the creation or modification of any Dalim Technology or Deliverables, you hereby waive and assign to Dalim all rights, title and interest (including all intellectual property rights) in and to the Deliverables (other than your Pre-Existing Works) and Dalim Technology. Unless otherwise stated in the Subscription Order, upon delivery and without limiting or modifying any license granted to you for the Software or Hosted Services, during the Subscription Term, Dalim hereby grants you and your End Users a non-exclusive, non-transferable, non-sublicensable license to use the Deliverables solely for you and your End Users’ internal business purposes, subject to the terms and conditions of the Agreement. 
    4. Pre-Existing Work. To the extent any of your Pre-Existing Work is embodied in any Deliverables, you hereby grant Dalim a non-exclusive, worldwide, perpetual, irrevocable, fully paid up license to (a) use, make, have made, sell, offer to sell, reproduce, perform, display, distribute, and import such Pre-Existing Work, (b) adapt, modify, and create derivative works of such Pre-Existing Work, and (c) sublicense the foregoing rights, solely to provide the Software and Services to you, your customers and your End Users.
    5. Employment Taxes and Obligations. Dalim is responsible for all taxes and any employment obligations arising from its employment of personnel and contractors to perform the Professional Services.
    6. Warranty. Dalim warrants the Professional Services will be performed in a professional and workmanlike manner. You must notify Dalim in writing of any breach of this warranty within 90 days of delivery of such Professional Service. To the extent permitted by law, your sole and exclusive remedy for breach of this warranty and Dalim’s sole liability under or in connection with this warranty will be re-performance of the relevant Professional Service.
    7. Use of Subcontractors. You agree that Dalim may use subcontractors in the performance of the Professional Services. Where Dalim subcontracts any of its obligations concerning the Professional Services, Dalim will not be relieved of its obligations to you under the Agreement.
  5. Customer Data.
    1. Ownership. Customer owns (or where applicable, will ensure it has a valid license to) the Customer Data.
    2. Permitted Use. Dalim will collect and process Customer Data in connection with the provision of the Software and Services. Customer grants Dalim a non-exclusive, worldwide, royalty-free license to use, copy, transmit, sub-license, index, store, and display Customer Data for the purposes of, and Customer further instructs Dalim to process Customer Data: (a) to the extent necessary to perform its obligations or enforce its rights under the Agreement, including in the provision of the Software and Services and (b) where required or authorized by law. As a part of providing the Software and Services, Dalim reserves the right to: (i) disclose Customer Data to its service providers to the extent required to provide the Software and Services and where required by applicable law or court order; (ii) process Customer Data in order to create de-identified and aggregated Customer Data such that it can no longer be associated with a natural person (“Aggregated Data”); and (iii) copy, modify and use Customer Data solely for internal operations and functions, including, but not limited to, operational analytics, improvement of the Software and Services (including training the machine learning algorithm to better perform and provide the Software and Services), detecting data security incidents, protect against fraudulent or other illegal activities, reporting, internal financial reporting and analysis, audit functions and archival purposes. Aggregated Data will be the sole property of Dalim and not considered Customer Data.
    3. Responsibility. Customer is responsible for ensuring that all Customer Data complies with all applicable laws and regulations. Customer will provide all legally required notices and obtain all legally required consent, as required under applicable law, including applicable data protection law to ensure that Customer and Dalim may use, disclose, and otherwise process Customer Data, including Personal Data, as required to provide the Software and Services, in accordance with the Agreement without violating any applicable laws, including by providing notice of a privacy policy that accurately describes how Customer collects, uses and discloses information from the sources of Customer Data, as applicable, including with respect to Dalim’s provision of the Software and Services. Without limiting the foregoing, Customer will ensure that Customer’s privacy policy discloses that information from such sources may be shared with Dalim, including as described in Sections 6.2 and 6.3. Customer’s privacy policy will apply to all of Customer’s interactions with the sources of Customer Data. Customer must not use the Software and Services in (a) violation of any applicable law, or in connection with unlawful material (such as material that violates any obscenity, defamation, harassment, privacy, or intellectual property laws); or (b) a manner that would cause a material risk to the security or operations of Dalim or any of its customers, or to the continued normal operation of other Dalim customers. Customer will take reasonable steps to identify and promptly remove any Customer Data that violates the foregoing requirements (“Unlawful Content”), in accordance with applicable laws and regulations. If there is Unlawful Content, Dalim may suspend the Hosted Services or remove the Unlawful Content.
    4. Consumer Generated Content. If content generated by consumers of Customer is uploaded to the Hosted Services, the following terms apply: (a) Dalim has no obligation to review Customer Data or other customer generated content uploaded to the Hosted Services, but Dalim may screen for illegal, fraudulent, or other abusive content or behavior to protect itself, its customers, and the Services (including the Hosted Services); and (b) Dalim may access or disclose information about Customer, its End Users, or Customer’s use of the Hosted Services when it is required by law.
    5. Usage Analytics. You agree that Dalim (and third parties acting on behalf of or authorized by Dalim) may collect, store and analyze information about the status, use and operation of the Software and Services, including information collected through connection established between servers operated by or on behalf of Dalim and the Software and Services through the Internet (“Usage Data”).  Usage Data will be anonymized or aggregated and will not identify you. Usage Data will be the sole property of Dalim and not be considered Customer Data. Dalim may use Usage Data to develop, modify, improve, support, and operate its Software and Services, including as necessary to verify your compliance with the Agreement.
    6. Data Processing Addendum (“DPA”). Where Dalim Processes Personal Data for or on behalf of Customer in providing the Software and Services under the Agreement, Dalim will Process Personal Data in accordance with the DPA and Customer’s instructions set forth herein.
  6. Payments; Automatic Renewals; Cancellation. 
    1. If you order the Software and Services from an Authorized Reseller, payment terms are agreed between you and the Authorized Reseller and any failure to pay amounts owed to the Authorized Reseller will constitute a breach by you of the Agreement. You will pay the applicable Fees and other amounts payable with respect to any Software and Services purchased by you and any renewals of any of the foregoing, all of which are nonrefundable except as set forth in this section. You will be charged, in one lump sum, the annual rate stated in the Subscription Order, plus applicable taxes. 
    2. Payments. Unless otherwise specified in your Subscription Order, (a) you will pay all Fees within 30 days of the date of Dalim’s invoice and (b) all payments due under the Agreement will be made: (i) by direct debit or bank wire transfer, in immediately available funds to an account designated by Dalim and (ii) in U.S. Dollars if your primary place of business is the United States or in Euros if your primary place of business is in the European Economic Area (EEA) or otherwise outside of the United States. You authorize Dalim to store your payment method(s) and to automatically charge your payment method(s) upon renewal of the Subscription Term until you cancel in accordance with the Agreement. If your primary payment method fails, you authorize Dalim to charge any other payment method you have provided. If you have not provided Dalim with a backup payment method(s) and you fail to provide payment, or if all payment methods you have provided to Dalim fail, Dalim may suspend your subscription. You may edit your payment information anytime by emailing Dalim at accounts@dalim.com. If the applicable VAT or GST rate (or other included tax or duty) changes during the Subscription Term, Dalim will accordingly adjust the tax-inclusive price for the Software and Services mid-term on your next billing date. 
    3. Automatic Renewal and Price Increases. Unless otherwise specified in your Subscription Order, your Subscription Term will automatically renew unless you cancel the subscription prior to the renewal date. Dalim may change the Fees each annual renewal term, and Dalim will notify you of any rate change with the option to cancel. If you do not agree to the price changes, you must stop using the Software and Services and cancel your subscription by sending an email to accounts@dalim.com. If you do not cancel in accordance with the Agreement, your subscription for the Software and Services will automatically renew at the then-current price and for the same duration as the initial Subscription Term, and Dalim will charge your on-file payment method on the first day of the renewal of the Subscription Term.
    4. Cancellation. You may cancel your subscription anytime by sending an email to accounts@dalim.com. If you cancel within 14 days of the initial Subscription Order, you’ll be fully refunded. If you cancel after 14 days, your payment is non-refundable, and the Software and Services will continue until the end of the Subscription Term.
    5. EEA Customers. For EEA customers, your bank may require you to authenticate your initial purchase using a password, a one-time code sent to your mobile number, or biometric recognition. When you authenticate, you also authorize Dalim to charge your payment method for your additional purchases without providing Dalim further payment information or other instructions (i.e., Dalim will initiate future payments independently). Such additional purchases may occur when Dalim automatically charges your payment method in connection with a recurring subscription or when you add or change Software and Services.
  7. Proprietary Rights. 
    1. Ownership. The Software and Services are licensed not sold. As between Dalim and you, Dalim owns all right, title and interest in and to the Dalim Technology. You do not acquire any ownership of, or any ownership interest in, any Dalim Technology under the Agreement. There are no implied licenses. You do not acquire any other rights in or to any Dalim Technology under the Agreement other than the license rights to the Software and Services expressly granted in the Agreement. Dalim reserves all other rights not expressly granted in the Agreement.
    2. Customer Reference. Customer hereby grants Dalim right to identify Customer as Dalim’s customer by using Customer’s name, trade name, or other brand features (such as Customer’s trademark(s) or servicemark(s)) on Dalim’s website, marketing and promotional materials or otherwise by public announcements. Customer may revoke such right at any time by contacting legal@dalim.com.
  8. Confidentiality. 
    1. No Use or Disclosure. The receiving party will only use Confidential Information for the purposes of or as permitted under the Agreement and will not reproduce, disseminate, or disclose Confidential Information to any person, except to its employees and authorized representatives (i.e., temporary employees, consultants, and contractors) who need to know the Confidential Information for the purposes of the Agreement and are bound by confidentiality obligations at least as restrictive as those in this Section 9 (Confidentiality). 
    2. Protection of Information. The receiving party will treat Confidential Information with the same degree of care as it treats its own information of similar sensitivity, but never with less than reasonable care. 
    3. Permitted Disclosure. The receiving party may disclose Confidential Information: (a) as approved in a writing signed by the disclosing party; (b) as necessary to comply with any law or valid order of a court or other governmental body; or (c) as necessary to establish the rights of either party, but in the case of (b) and (c), only if the receiving party promptly notifies the disclosing party of the details of the required disclosure and gives the disclosing party all assistance reasonably required by the disclosing party to enable the disclosing party to take available steps to prevent the disclosure or to ensure that disclosure occurs subject to an appropriate obligation of confidence.
    4. Responsibility for Representatives and Affiliates. For the purpose of this Section 9 (Confidentiality) and the definition of “Confidential Information”, a reference to a party means a party and its affiliates. The receiving party is responsible for ensuring that its representatives and affiliates fully comply with the obligations of the receiving party under this section.
  9. Warranties.
    1. Limited Warranty and Remedy for Software. To the extent permitted by applicable law, Dalim warrants to you that the Software will perform substantially in accordance with the Documentation for a period of 90 days following installation of the Software or the date Dalim provides you with the Software Activation Code, whichever is sooner. You must make any warranty claims to Dalim within this 90-day period. To the maximum extent permitted by applicable law, Dalim’s and its suppliers’ sole liability and your sole and exclusive remedy under or in connection with this warranty will be, at Dalim’s option, (a) repair or replacement of the Software, or (b) return of the Software and refund of the Fees paid by you for the Software. The warranty in this Section 10.1 will not apply, and Dalim will have no responsibility or liability, if (i) the Software is not used in accordance with the Agreement or the Documentation, (ii) the Software or any part thereof is modified by anyone other than Dalim, (iii) a malfunction is caused by any equipment or software not provided by Dalim, or (iv) a malfunction is caused by any open source software included with or in the Software (collectively, the “Exclusions”). Any replacement Software will be warranted for the remainder of the original warranty period, if any. 
    2. Limited Warranty and Remedy for Hosted Services. To the extent permitted by applicable law, Dalim warrants that the Hosted Services, as made available to you, will substantially conform to the applicable Documentation during the Subscription Term. You must notify Dalim of a claim under this warranty within 90 days of the date on which the condition giving rise to the claim first appeared. To the extent permitted by law, your sole and exclusive remedy and Dalim’s sole liability under or in connection with this warranty will be termination of the applicable Hosted Service and a refund of any pre-paid unused Fees paid by you for the applicable Hosted Service.
    3. Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT FOR THE EXPRESS WARRANTIES IN THE AGREEMENT, THE SOFTWARE AND SERVICES AND DELIVERABLES ARE PROVIDED ON AN “AS IS” BASIS. Dalim, ITS AFFILIATES AND THIRD-PARTY PROVIDERS EXPRESSLY DISCLAIM AND MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING REPRESENTATIONS, GUARANTEES OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR ACCURACY, OR ANY IMPLIED WARRANTIES ARISING BY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, OR ANY WARRANTIES THAT THE SOFTWARE AND SERVICES OR DELIVERABLES WILL BE FREE OF ERRORS, BUGS, VIRUSES OR DEFECTS. IN ADDITION, DALIM DOES NOT WARRANT THAT THE SOFTWARE AND SERVICES, OR ANY NETWORK, EQUIPMENT OR SYSTEM ON WHICH THE SOFTWARE AND SERVICES ARE USED WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK. YOU acknowledge that (a) neither Dalim, its affiliates nor its third-party providers controls YOUR equipment or the transfer of data over communications facilities (including the Internet); (b) the Software and Services may be subject to limitations, interruptions, delays, cancellations, and other problems inherent in the use of the communications facilities; and (c) YOU ARE fully responsible to install appropriate security updates and patches. Dalim, its affiliates, and its third-party providers are not responsible for any interruptions, delays, cancellations, delivery failures, data loss, content corruption, packet loss, or other damage resulting from these problems. To the extent that Dalim may not as a matter of applicable law disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted pursuant to such law.
  10. Indemnification.
    1. Third Party Claims.
      1. Generally. Dalim will defend, at its expense, any third-party Claim against you during the Subscription Term to the extent the Claim alleges that the Software or Hosted Services directly infringes any United States or German patent or copyright or that Dalim has misappropriated the third-party’s trade secret (“Infringement Claim”). Dalim will pay any damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by Dalim).
      2. Exclusions. Dalim will have no liability for any Infringement Claim that arises from any: (i) use of the Software and Services in violation of the Agreement, (ii) the Exclusions, (iii) modification of the Software and Services by anyone other than Dalim, (iv) failure by you to install the latest updated version of the Software and Services as requested by Dalim to avoid infringement, or (v) third-party products, services, hardware, software, or other materials, or combination of these with the Software and Services, if the Software and Services would not be infringing without this combination.
      3. Conditions. Dalim’s obligations for any Infringement Claim are conditioned on: (i) your prompt written notice to Dalim of the Infringement Claim, (ii) your giving to Dalim the right to solely control and conduct the defense and any settlement of the Infringement Claim, (iii) your full and timely cooperation with Dalim and your provision of all assistance reasonably requested by Dalim, and (iv) you refraining from making admissions about the Infringement Claim without Dalim’s prior written consent. 
      4. Settlement and Defense. In the defense or settlement of any Infringement Claims, Dalim may, at its sole option and expense: (i) procure for you the right to continue using the Software and Services under the terms of the Agreement, (ii) replace or modify the allegedly infringing Software and Services to avoid the infringement, or (iii)  terminate your license and access to the Software and Services (or its infringing part) and refund to you any prepaid unused Fees as of the date of termination covering the remainder of the applicable Subscription Term. THE REMEDIES IN THIS SECTION 11.1 (THIRD PARTY CLAIMS) STATE YOUR SOLE AND EXCLUSIVE REMEDIES AND DALIM’S SOLE LIABILITY REGARDING THE SUBJECT MATTER GIVING RISE TO ANY INFRINGEMENT CLAIMS.
    2. Other Claims. You will, at your expense, defend any third-party Claim against Dalim, including any related damages, losses, liabilities, costs, and expenses, to the extent it arises from or relates to: (a) you or your End Users’ unauthorized use of the Software and Services, including any use of the Software and Services other than as permitted under the Agreement and with respect to any Unlawful Content, (b) your failure to comply with the applicable data privacy and protection laws and your obligations relating to Customer Data contained in the Agreement, including your violation of Section 6.3, or (c) your Customer Data. You will pay any damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by you). Section 12 (Limitation of Liability) does not apply to your liability or obligations under this section. 
  11. Limitation of Liability.
    1. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES; LOSS OR CORRUPTION OF DATA; LOSS OF PROFITS; LOSS OF REPUTATION, USE OR REVENUE; OR INTERRUPTION OF BUSINESS.
    2. THE MAXIMUM AGGREGATE LIABILITY OF EACH PARTY FOR EACH AND ALL CLAIMS (INDIVIDUALLY AND TOGETHER) UNDER OR RELATING TO THE AGREEMENT OR ITS SUBJECT MATTER IS LIMITED TO AN AMOUNT EQUAL TO THE AGGREGATE OF THE FEES PAYABLE BY YOU UNDER THE AGREEMENT DURING THE TWELVE (12) MONTHS BEFORE THE INCIDENT GIVING RISE TO THE INITIAL CLAIM. 
    3. Sections 12.1 and 12.2 (Limitation of Liability): (a)  apply regardless of the form or source of Claim or loss, whether the Claim or loss was foreseeable, and whether a Party has been advised of the possibility of the Claim or loss; and (b) do not apply to you or your End User’s use of any Software and Services (or other Dalim Technology used in conjunction with the Software and Services) beyond the scope of any license granted under the Agreement, your obligations under Section 11.2 (Other Claims), or your failure to pay any amounts owing to Dalim under the Agreement.
  12. Additional Terms.
    1. Non-Production Software. If the Software and Services have been identified by Dalim as non-production software e.g., “Beta” or “Demonstration” software (collectively, “Non-Production Software”), then the provisions of this section apply and supersede any other conflicting terms in the Agreement. For Non-Production Software, in lieu of the license rights described in Section 2 (License Grants) in the Ts&Cs and subject to your compliance with these Ts&Cs (including without limitation Section 3.3), Dalim grants you a royalty-free, non-transferable, non-exclusive limited license to use the Non-Production Software solely for testing and customer demonstration purposes and only for the period and fees (as applicable) set forth in your Subscription Order. Dalim has no obligation to you to further develop or publicly release the Non-Production Software. You may not use the Non-Production Software in any commercial or production environment. The Non-Production Software may contain errors or other problems that could cause system or other failures and data loss. Non-Production Software is provided to you “AS IS” and Dalim disclaims any warranty or liability obligations to you of any kind. The SLA does not apply to any Non-Production Software. Although no warranty is provided for Non-Production Software, the period from the issuance of your Subscription Order for Non-Production Software through the date on which purchase a production version of the Software and Services will be applied against (and will reduce by an equal number of days) the warranty period applicable to the production version of the Software and Services. Any information about the Non-Production Software gathered by you from its use shall be used solely for testing and customer demonstration purposes and shall not be provided to any third parties. If you fail to destroy the Non-Production Software after the license period has expired, Dalim may, at its discretion, invoice you in an amount equal to the list price for the relevant Software and Services and you will pay such invoice in accordance with the payment terms in the Agreement. WHERE LEGAL LIABILITY CANNOT BE EXCLUDED, BUT MAY BE LIMITED, DALIM’S AND ITS AFFILIATES’ AND SUPPLIERS’ ENTIRE LIABILITY UNDER THE AGREEMENT RELATED TO OR IN CONNECTION WITH NON-PRODUCTION SOFTWARE IS LIMITED TO FIFTY ($50) U.S. DOLLARS OR THE EQUIVALENT IN LOCAL CURRENCY.
    2. “Free” or “Open-Source” Software. The Software and Services may include components (including, without limitation, programs, applications, tools, utilities, libraries, and other programming code) that are made available from third parties under a free or open source software licensing model (“FOSS Code”). FOSS Code components included with the Software and Services are redistributed by Dalim under the terms of the applicable FOSS Code license for such component. Your receipt of FOSS Code components from Dalim under the Agreement neither enlarges nor curtails your rights or obligations defined by the FOSS Code license applicable to the FOSS Code component. Copies of the FOSS Code licenses for FOSS Code components included with Software and Services are included with or referenced in the Documentation.
  13. Third Party Hardware and Services. As between you and Dalim and except for any hardware or services provided Dalim or its suppliers in connection with any hosting of the Hosted Services, you are solely responsible for (a) installation, configuration, integration, testing and operation of the Software and Services, (b) obtaining, provisioning and maintaining any and all computers, mobile devices, other equipment or hardware, software (including operating systems and updates), internet and other network connectivity, electrical supply, and appropriate facilities and environmental conditions, all in conformance with any system requirements or other specifications specified in the Documentation, and (c) obtaining, provisioning and maintaining any third party services necessary for use or operation of the Software and Services, or any features or functions of the Software and Services.
  14. Compliance and Audit Rights. Dalim may, at its expense, and no more than once every twelve (12) months, appoint its own personnel or an independent third party (or both) to verify that Customer’s use, installation, or deployment of the Software and Services (or other Dalim Technology used in conjunction with the Software and Services) comply with the terms of the Agreement. Any such verification shall be conducted upon seven (7) business days’ prior notice, during regular business hours at Customer’s offices and will not unreasonably interfere with Customer’s business activities. Both Dalim and its auditors will execute a commercially reasonable non-disclosure agreement with Customer before proceeding with the verification. If such verification shows that Customer (or its End Users) are deploying, installing or using the Software and Services (or other Dalim Technology used in conjunction with the Software and Services) (a) beyond the quantity that was legitimately licensed; or (b) in any way not permitted under the Agreement, so that additional fees apply, Customer will pay the additional license fees within thirty (30) days of invoice date. If use, deployment, or installation exceeds five percent (5%) of what is permitted under the Agreement, Customer will pay Dalim’s reasonable costs of conducting the verification, in addition to paying the additional fees.
  15. Termination; Suspension. 
    1. Termination. If you materially breach the Agreement (including any payment obligations to Dalim or any Authorized Reseller), Dalim may give written notice describing the breach; if you fail to cure such breach within thirty (30) days of the notice date, Dalim may immediately terminate the Agreement, in whole or in part and You will not be entitled to any refunds of any prepaid Fees. Dalim may terminate the Agreement, in whole or in part, immediately upon written notice to you, if required by law or if you breach Section 3.3 (Limitations). In addition, Dalim may discontinue the Software and Services at any time, provided Dalim will refund Customer a pro-rata portion of any prepaid Fees that cover the remainder of the applicable Subscription Term after the effective date of termination.
    2. Suspension. If Dalim reasonably determines that your deployment of the Hosted Services contains or creates a material risk to Dalim Technology, Dalim’s Confidential Information, the security or business operations of Dalim or any customer of Dalim, or to the continued normal operation of other Dalim customers, then Dalim may, at any time, upon written notice to you, immediately suspend your (and your End Users’) access, in whole or in part, to the Hosted Services, until such risk is resolved. Dalim will use commercially reasonable efforts to mitigate any such security or operational risk prior to suspension and only will look to such efforts as a final option to avoid such risks.
    3. Effects of Termination. Upon expiration or termination of the Agreement or any Subscription Term for the Software and Services: (a) the license and associated rights for the Software and Services will automatically terminate; (b) you must, at your expense, remove and delete all copies of the Software; (c) you will be liable for any Fees for any Software and Services that are still in use or which remain active after termination or expiration of the Agreement. These Fees will be invoiced to you at the rate set out in the then-current Subscription Order; and (d) Customer Data stored within the Hosted Services will be available to you for thirty (30) days after the termination or expiration.
    4. Survival. The termination or expiration of the Agreement will not affect any provisions of the Agreement which by their nature survive termination or expiration, including the provisions that deal with the following subject matters: definitions, payment obligations, confidentiality, proprietary rights, warranty disclaimer, limitation of liability, termination and suspension, compliance and audit rights, and the “Miscellaneous” section in the Agreement.
  16. Miscellaneous.
    1. Transfer. You may not assign, voluntarily, by operation of law or otherwise, or transfer the Software and Services (except as permitted in Section 2 (License Grants)), or any of your rights or obligations under the Agreement without Dalim’s prior written consent. Subject to the foregoing, the Agreement shall be binding upon your permitted successors and assigns. Any purported assignment in violation of this section shall be null and void. 
    2. Compliance with Laws. You will use the Software and Services in a lawful manner and in accordance with all applicable laws, including, without limitation, export control laws. Additionally, you acknowledge that the Software and Services may be subject to the trade control laws and regulations of the United States and other national governments, and you will comply with them.
    3. U.S. Government License Rights. All Software and Services provided to the U.S. government are provided with the commercial license rights and restrictions described in the Agreement. For US Government End Users: you acknowledge that Software and Services are “Commercial Item(s),” as that term is defined at 48 C.F.R. section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as the terms are used in 48 C.F.R. section 12.212 or 48 C.F.R. section 227.7202, as applicable. You agree, consistent with 48 C.F.R. section 12.212 or 48 C.F.R. sections 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government End Users (a) only as Commercial Items; and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights are reserved under the copyright laws of Germany and the United States.
    4. Trademarks. This Agreement does not grant you any rights in connection with any trademarks, service marks, logos, or branding of Dalim or its affiliates or suppliers.
    5. Governing Law; Arbitration to Resolve Disputes. 
      1. If your principal place of business is in the United States: 
        1. the Agreement is governed by and construed under the laws of the State of New York, without regard to any conflict of law rules or principles, except that the Federal Arbitration Act governs all provisions relating to arbitration and excluding the application of the United Nations Convention on Contracts for the International Sale of Goods. You and Dalim irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in New York County, New York, for all disputes arising out of or relating to the Agreement that are heard in court (excluding arbitration); and
        2. any dispute arising under or relating to the Agreement will be finally resolved by arbitration conducted by one arbitrator in New York, New York, under the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator for any dispute will be selected according to the Commercial Arbitration Rules of the American Arbitration Association and will have experience with software licenses and online hosting agreements. The arbitrator’s award will be final and binding, will identify a winning party, and may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in connection with any matter based upon or arising out of the Agreement in any forum having proper legal jurisdiction over such matter.
      2. If your principal place of business is not in the United States:
        1. the Agreement is governed by and construed under the laws of the Federal Republic of Germany and excluding the application of the United Nations Convention on Contracts for the International Sale of Goods. You and Dalim irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Kehl, Germany, for all disputes arising out of or relating to the Agreement that are heard in court (excluding arbitration); and
        2. any dispute arising under or relating to the Agreement will be finally resolved by arbitration conducted by one arbitrator in Kehl, Germany, under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). The arbitrator’s award will be final and binding, will identify a winning party, and may be entered in any court having jurisdiction thereof. The fees and expenses of the arbitrator will be shared by the parties. The arbitration will be conducted in English, the governing language of the Agreement. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in connection with any matter based upon or arising out of the Agreement in any forum having proper legal jurisdiction over such matter (and the Emergency Arbitrator Provisions of the Rules will not apply in such an event).
    6. Attorneys’ Fees. In any action or proceeding to enforce the Agreement, the prevailing party will be entitled to recover costs and reasonable attorneys’ fees.
    7. Severability. If any provision of the Agreement is held by an arbitrator or court of competent jurisdiction to be illegal or unenforceable, the provision will be modified so as to be enforceable to the maximum extent possible under applicable law in accordance with the original intent of the provision and the remainder of the Agreement will remain in full force and effect.
    8. Entire Agreement; Waiver. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral, relating to the Software and Services and Support. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    9. Purchase Orders. Any terms or conditions included in any purchase order or any other related documentation submitted by or on your behalf to Dalim (or any other party, such as an Authorized Reseller) do not form part of the Agreement and are void, unless otherwise expressly agreed in writing and signed by both you and Dalim.
    10. Authorized Reseller Transactions. If you order Software and Services from an Authorized Reseller under an Subscription Order with the Authorized Reseller (“Customer Order”): (a) the terms of the Agreement apply to your use of the Software and Services; and (b) the Authorized Reseller is solely responsible for any variations or inconsistencies between the Customer Order and the order between the Authorized Reseller and Dalim for the transaction. If you do not accept the terms of the Agreement, then you must not use, or must immediately cease using, the relevant Software and Services.
    11. Injunctive Relief. Actual or threatened breach of certain sections of the Agreement (such as, without limitation, provisions on intellectual property (including ownership), license, privacy, data protection and confidentiality) may cause immediate, irreparable harm that is difficult to calculate and cannot be remedied by the payment of damages alone. Either party will be entitled to seek preliminary and permanent injunctive relief and other equitable relief for any such breach.
    12. Notices. Any notice given under the Agreement must be in writing by email or mail to the following addresses (or addresses notified in writing by either party): to Dalim at legal@dalim.com or Attn: Legal Notice, Strassburger Strasse 6, 77694 Kehl, Germany and to you: at your email address or bill to address stated on the Subscription Order. 
    13. No Agency. Nothing in the Agreement is intended to constitute a fiduciary relationship, agency, joint venture, partnership, or trust between the parties. No party has authority to bind the other party.
    14. Order of Precedence. The Subscription Order will prevail over the Ts&Cs (to the extent of any inconsistency). 

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